Registration Rights Agreement


 Exhibit 10.2 
  
 EXHIBIT D 
 to Subscription Agreement 
  
 REGISTRATION RIGHTS AGREEMENT 
  
 AGREEMENT dated as of August 5, 2004, between MERCATOR MOMENTUM FUND, L.P., MERCATOR MOMENTUM FUND III, L.P, MONARCH POINTE FUND, LTD. (collectively, the “Funds”) and MERCATOR ADVISORY GROUP, LLC
(“MAG”) (the Funds and MAG are referred to individually as a “Holder” and collectively as the “Holders”), and Global ePoint, Inc., a Nevada corporation (the “Company”). 
  
 WHEREAS, the Funds have purchased, for an aggregate of $5,500,000 an
aggregate of 55,000 shares of Series A Convertible Preferred Stock (the “Series A Stock”) from the Company, and have the right to cause their Series A Stock to be converted into shares of Common Stock, $0.03 par value (the
“Common Stock”), of the Company, pursuant to the conversion formula set forth in the Certificate of Determination; 
  
 WHEREAS, each Fund and MAG have acquired Warrants (together, the “Warrants”) from the Company, pursuant to which the Holders have
the right to purchase in the aggregate up to 330,000 shares of the Common Stock through the exercise of the Warrants; 
  
 WHEREAS, the Company desires to grant to the Holders the registration rights set forth herein with respect to the shares of Common Stock issuable
upon the conversion of the Series A Stock and the exercise of the Warrants. 
  
 NOW, THEREFORE, the parties hereto mutually agree as follows: 
  
 1. Registrable Securities. As used herein the terms “Registrable Securities” means all of the shares of Common Stock (i)
issued upon the conversion of the Series A Stock (the “Conversion Shares”) and (ii) upon exercise of the Warrants (the “Warrant Shares”), provided, however, that with respect to any particular Registrable
Securities, such securities shall cease to be Registrable Securities when, as of the date of determination that (a) such securities have been effectively registered under the Securities Act of 1933, as amended (the “Securities
Act”), and disposed of pursuant thereto, or (b) registration under the Securities Act is no longer required for the immediate public distribution of such securities. In the event of any merger, reorganization, consolidation,
recapitalization or other change in corporate structure affecting the Common Stock, such adjustment shall be made in the definition of “Registrable Securities” as is appropriate in order to prevent any dilution or enlargement of the rights
granted pursuant to this Section 1. 
  
 2.
Registration. 
  
 (a) The Company shall file a
registration statement (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) within thirty (30) days after the date of this Agreement in order to register the resale of the
Registrable Securities under the Securities Act. Once effective, the Company shall maintain the effectiveness of the Registration Statement until the earlier of (i) the date that all of the Registrable Securities have been sold, or (ii) the date
that the Company receives an opinion of counsel to the Company that all of the Registrable Securities may be freely traded without registration under the Securities Act, under Rule 144 promulgated under the Securities Act or otherwise. 






 (b) The Company will initially include in the Registration Statement as Registrable Securities Two
Million One Hundred Sixty-Three Thousand Three Hundred Thirty-Three (2,163,333) shares of Common Stock. 
  
 3. Covenants of the Company with Respect to Registration. 
  
 The Company covenants and agrees as follows: 
  
 (a) The Company shall use best efforts to cause the Registration Statement to become effective with the SEC as promptly as
possible and in no event more than 120 days after the date of this Agreement. If any stop order shall be issued by the SEC in connection therewith, the Company shall use best efforts to obtain promptly the removal of such order. Following the
effective date of the Registration Statement, the Company shall, upon the request of any Holder, forthwith supply such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus meeting the requirements of the
Securities Act, and any other documents necessary or incidental to the public offering of the Registrable Securities, as shall be reasonably requested by the Holder to permit the Holder to make a public distribution of the Holder’s Registrable
Securities. The obligations of the Company hereunder with respect to the Holder’s Registrable Securities are subject to the Holder’s furnishing to the Company such appropriate information concerning the Holder, the Holder’s
Registrable Securities and the terms of the Holder’s offering of such Registrable Securities as the Company may reasonably request in writing. 
  
 (b) The Company shall pay all costs, fees and expenses in connection with the Registration Statement filed pursuant to Section 2 hereof including, without
limitation, the Company’s legal and accounting fees, printing expenses, and blue sky fees and expenses; provided, however, that each Holder shall be solely responsible for the fees of any counsel retained by the Holder in connection with such
registration and any transfer taxes or underwriting discounts, commissions or fees applicable to the Registrable Securities sold by the Holder pursuant thereto. 
  

(c) The Company will take all actions which may be required to qualify or register the Registrable Securities included in the Registration Statement
for the offer and sale under the securities or blue sky laws of such states as are reasonably requested by each Holder of such securities, provided that the Company shall not be obligated to execute or file any general consent to service of process
or to qualify as a foreign corporation to do business under the laws of any such jurisdiction. 
  
 4. Additional Terms. 
  
 (a) The Company shall indemnify and hold harmless the Holders and each underwriter, within the meaning of the Securities Act, who may purchase from or sell for any Holder, any Registrable Securities, from and against any and all losses,
claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement, any other registration statement filed by the Company under the Securities Act with 
  

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 respect to the registration of the Registrable Securities, any post-effective amendment to such registration statements,
or any prospectus included therein or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are
caused by any such untrue statement or omission based upon information furnished or required to be furnished in writing to the Company by the Holders or underwriter expressly for use therein, which indemnification shall include each person, if any,
who controls any Holder or underwriter within the meaning of the Securities Act and each officer, director, employee and agent of each Holder and underwriter; provided, however, that the indemnification in this Section 4(a) with respect to any
prospectus shall not inure to the benefit of any Holder or underwriter (or to the benefit of any person controlling any Holder or underwriter) on account of any such loss, claim, damage or liability arising from the sale of Registrable Securities by
the Holder or underwriter, if a copy of a subsequent prospectus correcting the untrue statement or omission in such earlier prospectus was provided to such Holder or underwriter by the Company prior to the subject sale and the subsequent prospectus
was not delivered or sent by the Holder or underwriter to the purchaser prior to such sale and provided further, that the Company shall not be obligated to so indemnify any Holder or any such underwriter or other person referred to above unless the
Holder or underwriter or other person, as the case may be, shall at the same time indemnify the Company, its directors, each officer signing the Registration Statement and each person, if any, who controls the Company within the meaning of the
Securities Act, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement, any registration statement or any prospectus required to be filed or
furnished by reason of this Agreement or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are
caused by any untrue statement or omission based upon information furnished in writing to the Company by the Holder or underwriter expressly for use therein. 
  
 (b) If for any reason the indemnification provided for in the preceding section is held by a court of competent jurisdiction to be unavailable to an
indemnified party with respect to any loss, claim, damage, liability or expense referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by the
indemnified party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative fault of the indemnified party and the indemnifying party, as well as any other relevant equitable considerations.

  
 (c) Neither the filing of a Registration Statement by the
Company pursuant to this Agreement nor the making of any request for prospectuses by the Holder shall impose upon any Holder any obligation to sell the Holder’s Registrable Securities. 
  
 (d) Each Holder, upon receipt of notice from the Company that an event has
occurred which requires a Post-Effective Amendment to the Registration Statement or a supplement to the prospectus included therein, shall promptly discontinue the sale of Registrable Securities until the Holder receives a copy of a supplemented or
amended prospectus from the Company, which the Company shall provide as soon as practicable after such notice. 
  

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 (e) If the Company fails to keep the Registration Statement referred to above continuously effective
during the requisite period, then the Company shall, promptly upon the request of any Holder, use best efforts to update the Registration Statement or file a new registration statement covering the Registrable Securities remaining unsold, subject to
the terms and provisions hereof. 
  
 (f) Each Holder agrees to
provide the Company with any information or undertakings reasonably requested by the Company in order for the Company to include any appropriate information concerning the Holder in the Registration Statement or in order to promote compliance by the
Company or the Holder with the Securities Act. 
  
 (g) The Company
agrees that it shall cause each of its shareholders owning ten percent (10%) or more of the Company’s outstanding Common Stock to refrain from selling any shares of the Company’s Common Stock until the Registration Statement has initially
been declared effective. 
  
 (h) Each Holder, on behalf of itself
and its affiliates, hereby covenants and agrees not to, directly or indirectly, offer to “short sell”, contract to “short sell” or otherwise “short sell” any securities of the Company, including, without limitation,
shares of Common Stock that will be received as a result of the conversion of the Series A Stock or the exercise of the Warrants. 
  
 5. Governing Law. This Agreement shall be deemed to have been made and delivered in the State of California and shall be governed as to
validity, interpretation, construction, effect and in all other respects by the internal substantive laws of the State of California, without giving effect to the choice of law rules thereof. 
  
 6. Amendment. This Agreement may only be amended by a written
instrument executed by the Company and the Holders. 
  
 7.
Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings of the parties, oral and written, with respect to
the subject matter hereof. 
  
 8. Execution in
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document. 
  
 9. Notices. All communications hereunder shall be in writing
and shall be hand delivered, mailed by first-class mail, couriered by next-day air courier or by facsimile at the addresses set forth below. 
  

			
	If to the Holders:	 	Mercator Advisory Group, LLC
	 	 	Mercator Momentum Fund, L.P.
	 	 	Mercator Momentum Fund III, L.P.
	 	 	Monarch Pointe Fund, Ltd.
	 	 	555 South Flower Street, Suite 4500
	 	 	Los Angeles, CA 90071
	 	 	Attention: David Firestone

  

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	With a copy to:	 	Sheppard Mullin Richter & Hampton LLP
	 	 	333 South Hope Street
	 	 	48th Floor
	 	 	Los Angeles, CA 90071-1448
	 	 	Telephone No.: (213) 620-1780
	 	 	Facsimile No.: (213) 620-1398
	 	 	Attention: David C. Ulich
		
	If to the Company:	 	Global ePoint, Inc.
	 	 	339 South Cheryl Lane
	 	 	City of Industry, CA 91789
	 	 	Attention: Toresa Lou, Chief Executive Officer
	 	 	Telephone (909) 869-1688
	 	 	Fax (909) 598-2936
		
	With a copy to:	 	Preston, Gates & Ellis LLP
	 	 	1900 Main Street, Suite 600
	 	 	Irvine, CA 92614-7319
	 	 	Attn: Dan Donahue
	 	 	Tel: (949) 253-0900
	 	 	Fax: (949) 253-0902

  
 All such notices and communications
shall be deemed to have been duly given: (i) when delivered by hand, if personally delivered; (ii) five business days after being deposited in the mail, postage prepaid, if mailed certified mail, return receipt requested; (iii) one business day
after being timely delivered to a next-day air courier guaranteeing overnight delivery; (iv) the date of transmission if sent via facsimile to the facsimile number as set forth in this Section or the signature page hereof prior to 4:00 p.m. on a
business day, or (v) the business day following the date of transmission if sent via facsimile at a facsimile number set forth in this Section or on the signature page hereof after 4:00 p.m. or on a date that is not a business day. Change of a
party’s address or facsimile number may be designated hereunder by giving notice to all of the other parties hereto in accordance with this Section. 
  
 10. Binding Effect; Benefits. Any Holder may assign its rights hereunder. This Agreement shall inure to the benefit of, and be binding upon,
the parties hereto and their respective heirs, legal representatives, successors and assigns. Nothing herein contained, express or implied, is intended to confer upon any person other than the parties hereto and their respective heirs, legal
representatives and successors, any rights or remedies under or by reason of this Agreement. 
  
 11. Headings. The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning or interpretation of any of the terms or provisions
of this Agreement. 
  

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 12. Severability. Any provision of this Agreement which is held by a court of competent
jurisdiction to be prohibited or unenforceable in any jurisdiction(s) shall be, as to such jurisdiction(s), ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement or
affecting the validity or enforceability of such provision in any other jurisdiction. 
  
 13. Jurisdiction. Each of the parties irrevocably agrees that any and all suits or proceedings based on or arising under this Agreement may be brought only in and shall be resolved in the federal or
state courts located in the City of Los Angeles, California and consents to the jurisdiction of such courts for such purpose. Each of the parties irrevocably waives the defense of an inconvenient forum to the maintenance of such suit or proceeding
in any such court. Each of the parties further agrees that service of process upon such party mailed by first class mail to the address set forth in Section 9 shall be deemed in every respect effective service of process upon such party in any such
suit or proceeding. Nothing herein shall affect the right of either party to serve process in any other manner permitted by law. Each of the parties agrees that a final non-appealable judgment in any such suit or proceeding shall be conclusive and
may be enforced in other jurisdictions by suit on such judgment or in any other lawful manner. 
  
 14. Attorneys’ Fees and Disbursements. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party or parties shall be entitled to
receive from the other party or parties reasonable attorneys’ fees and disbursements in addition to any other relief to which the prevailing party or parties may be entitled. 
  
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 IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto as of the date first above
written. 
  

			
	GLOBAL EPOINT, INC.
		
	By:	 	 /s/ John Pan


	Name:	 	  


	Its:	 	President
	
	HOLDERS:
	
	MERCATOR MOMENTUM FUND, L.P.
	BY: MERCATOR ADVISORY GROUP, LLC,
	GENERAL PARTNER
		
	By:	 	 /s/    David Firestone


	Name:	 	David Firestone
	Its:	 	Managing Member
	
	MERCATOR MOMENTUM FUND III, L.P.
	BY MERCATOR ADVISORY GROUP, LLC
	GENERAL PARTNER
		
	By:	 	 /s/    David Firestone


	Name:	 	David Firestone
	Its:	 	Managing Member
	
	MONARCH POINTE FUND, LTD.
		
	By:	 	 /s/    David Firestone


	Name:	 	David Firestone
	Its:	 	President
	
	MERCATOR ADVISORY GROUP, LLC
		
	By:	 	 /s/    David Firestone


	Name:	 	David Firestone
	Its:	 	Managing Member


  

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